Conflict of Interest Policy for Board Members, Officers, and Executives

The Wikimedia Foundation is a charitable organization whose board members, officers, and executives are chosen to serve the public purposes to which it is dedicated. These persons have a duty to conduct the affairs of the Foundation in a manner consistent with such purposes and not to advance their personal interests. This conflict of interest policy is intended to permit the Foundation and its board members, officers, and executives to identify, evaluate, and address any real, potential, or apparent conflicts of interest that might, in fact or in appearance, call into question their duty of undivided loyalty to the Foundation.

Covered Persons

This policy applies to the Foundation’s board members, officers, and executives. Each Covered Person shall be required to acknowledge, not less than annually, that he or she has read and is in compliance with this policy on the pledge of personal commitment. This form shall be available for public consideration.

Covered Transactions

This policy applies to transactions between the Foundation and a Covered Person, or between the Foundation and another party with which a Covered Person has a significant relationship, or between another party and the Covered Person if the transaction could reasonably be expected to impact the Foundation. A Covered Person is considered to have a significant relationship with another party if:

the other party is a family member, including a spouse, parent, sibling, child, stepchild, grandparent, grandchild, great-grandchild, in- law, or domestic partner;

the other party is an entity in which the Covered Person has a material financial interest. This includes entities in which the Covered Person and all individuals or entities having significant relationships with the Covered Person own, in the aggregate, more than 10 percent; or

the Covered Person is an officer, director, trustee, partner, or employee of the other party.

A Covered Transaction also includes any other transaction in which there may be an actual or perceived conflict of interest, including any transaction in which the interests of a Covered Person may be seen as competing or at odds with the interests of the Foundation.

Disclosure, Refrain from Influence, and Recusal

When a Covered Person becomes aware of a proposed Covered Transaction, he or she has a duty to take the following actions:

immediately disclose the existence and circumstances of such Covered Transaction to the Foundation’s board in writing

refrain from using his or her personal influence to encourage the Foundation to enter into the Covered Transaction

physically excuse himself or herself from any discussions regarding the Covered Transaction except to answer questions, including board discussions and decisions on the subject

In order to assist the Foundation in identifying potential Covered Transactions, each Covered Person annually shall complete a Conflict of Interest Questionnaire provided by the Foundation, and shall update such Questionnaire as necessary to reflect changes during the course of the year. Questionnaires shall be submitted to the Foundation's legal counsel who shall be responsible for their custody. Completed Questionnaires shall be available for inspection by any board member, and may be reviewed by the Foundation’s legal counsel.

Standard for Approval of Covered Transactions

The Foundation may enter into a Covered Transaction where a) such Transaction does not constitute an act of self dealing, and b) the board determines, acting without the participation or influence of the Covered Person and based on comparable market data, that such transaction is fair and reasonable to the Foundation. The board shall document the basis for this determination in the minutes of the meeting at which the Covered Transaction is considered, and shall consult with the Foundation’s legal advisor as necessary to ensure that the Transaction does not constitute an act of self dealing.

Administration of Policy

This policy shall be administered by the board, which shall be responsible for the following: